REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. Parent and Holdings jointly and severally represent and warrant to Acquiror and Acquiror Sub as follows (it being understood and agreed that, notwithstanding anything to the contrary contained in this Article III or in any other Article of this Agreement, neither Parent nor Holdings makes any representation or warranty with respect to any direct or indirect subsidiary of Parent or Holdings that is not a Transferred Company, or with respect to any properties, assets, liabilities, obligations or businesses of Parent or Holdings or their respective subsidiaries or Affiliates that are not included in the Transferred Assets, the Transferred Liabilities or the Business, except as explicitly set forth herein):
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. Parent and Holdings hereby represent and warrant to the Stockholders as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. 11 3.1 Organization....................................................12 3.2 Authorization...................................................12 3.3 Transferred Companies...........................................12 3.4 Capitalization; Ownership of Shares.............................13 3.5 Consents and Approvals; No Violation............................14 3.6 Financial Information; Absence of Undisclosed Liabilities.......14 3.7 Absence of Certain Changes or Events............................15 3.8
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. Section 4.1 Organization ................................................... 10 Section 4.2 Authorization; Validity of Agreement ........................... 11 Section 4.3 Consents and Approvals; No Violations .......................... 11 Section 4.4 Information in Proxy Statement and Schedule 13E-3 .............. 12
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. Parent and Holdings jointly and severally represent and warrant to the Company, as of the date hereof and as of and at the Closing Date, as follows:
REPRESENTATIONS AND WARRANTIES OF PARENT AND HOLDINGS. Parent and Holdings jointly and severally represent and warrant to the Company as follows:
